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HomeMy WebLinkAboutFinancial Pacific Leasing, Inc. 2020-05-20 CROSS REFUBELF-CO-MUNI-02-23-17A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 Counsel’s Opinion Financial Pacific Leasing, Inc. Date: DBA Umpqua Bank Equipment Leasing & Finance 3455 South 344th Way Suite 300 Federal Way, WA 98001 Re: Municipal Lease-Purchase Agreement dated as of May 20th, 2020, between Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance, as LESSOR and City of Ukiah as LESSEE. Ladies and Gentleman: As legal counsel for City of Ukiah, (the "LESSEE"), I have examined (1) an executed counterpart of a certain Municipal Lease-Purchase Agreement, including the Exhibits attached thereto or forms of Exhibits attached thereto, (the "Agreement") dated May 20th, 2020, by and between Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance, as LESSOR, and City of Ukiah as LESSEE, which among other things, provides for an option to purchase by the LESSEE of certain property (the "Equipment"), (2) an executed counterpart of the resolution of LESSEE which, among other things, authorizes LESSEE to execute the Agreement and (3) such other opinions, documents and matters of law as I have deemed necessary in connection with the following opinions. Based on the foregoing, I am of the following opinions: (1) LESSEE is a public body corporate and politic, duly organized and existing under laws of the State of California, and has a substantial amount of one or more of the following powers: (a) the power to tax (b) the power to eminent domain and (c) the police power; (2) LESSEE has the requisite power and authority to lease with an option to purchase the Equipment and to execute, deliver the Municipal Lease-Purchase Agreement and perform its obligations under the Municipal Lease-Purchase Agreement; (3) The Municipal Lease-Purchase Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of LESSEE and the Municipal Lease-Purchase Agreement is a valid and binding obligation of LESSEE enforceable in accordance with its terms; (4) The authorization, approval and execution of the Municipal Lease-Purchase Agreement and all other proceedings of LESSEE relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; (5) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of LESSOR or its assigns, as the case may be, in the Equipment. (6) LESSOR, its successors and assigns, and any counsel rendering an opinion on the tax-exempt status of the interest component of Rental Payments are entitled to rely on this opinion. 06/04/2020 COU 1920-258 UBELF-CO-MUNI-02-23-17A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 2 Cordially, By: X________________________________ Print Name: _________________________ Address: Telephone Number: ___________________ David Rapport 405 West Perkins Street, Ukiah, CA 95482 (707) 462-6846 UBELFCAPS-MUNI-110117A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 MUNICIPAL LEASE-PURCHASE AGREEMENT PAYMENT SCHEDULE Date Total Payment Principal Interest Option to Purchase 8/1/2020 9/1/2020 10/1/2020 11/1/2020 12/1/2020 1/1/2021 2/1/2021 3/1/2021 4/1/2021 5/1/2021 6/1/2021 7/1/2021 8/1/2021 9/1/2021 10/1/2021 11/1/2021 12/1/2021 1/1/2022 2/1/2022 3/1/2022 4/1/2022 5/1/2022 6/1/2022 7/1/2022 8/1/2022 9/1/2022 10/1/2022 11/1/2022 12/1/2022 1/1/2023 2/1/2023 3/1/2023 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $15,448.78 $0.00 $0.00 $0.00 $0.00 $0.00 $15,634.60 $0.00 $0.00 $0.00 $0.00 $0.00 $15,822.66 $0.00 $0.00 $0.00 $0.00 $0.00 $16,012.98 $0.00 $0.00 $0.00 $0.00 $0.00 $16,205.59 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $4,173.42 $0.00 $0.00 $0.00 $0.00 $0.00 $3,987.60 $0.00 $0.00 $0.00 $0.00 $0.00 $3,799.54 $0.00 $0.00 $0.00 $0.00 $0.00 $3,609.22 $0.00 $0.00 $0.00 $0.00 $0.00 $3,416.61 $0.00 $0.00 UBELFCAPS-MUNI-110117A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 2 4/1/2023 5/1/2023 6/1/2023 7/1/2023 8/1/2023 9/1/2023 10/1/2023 11/1/2023 12/1/2023 1/1/2024 2/1/2024 3/1/2024 4/1/2024 5/1/2024 6/1/2024 7/1/2024 8/1/2024 9/1/2024 10/1/2024 11/1/2024 12/1/2024 1/1/2025 2/1/2025 3/1/2025 4/1/2025 5/1/2025 6/1/2025 7/1/2025 8/1/2025 9/1/2025 10/1/2025 11/1/2025 12/1/2025 1/1/2026 2/1/2026 3/1/2026 4/1/2026 5/1/2026 6/1/2026 7/1/2026 8/1/2026 9/1/2026 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $16,400.52 $0.00 $0.00 $0.00 $0.00 $0.00 $16,597.79 $0.00 $0.00 $0.00 $0.00 $0.00 $16,797.43 $0.00 $0.00 $0.00 $0.00 $0.00 $16,999.48 $0.00 $0.00 $0.00 $0.00 $0.00 $17,203.95 $0.00 $0.00 $0.00 $0.00 $0.00 $17,410.89 $0.00 $0.00 $0.00 $0.00 $0.00 $17,620.31 $0.00 $0.00 $0.00 $0.00 $0.00 $3,221.68 $0.00 $0.00 $0.00 $0.00 $0.00 $3,024.41 $0.00 $0.00 $0.00 $0.00 $0.00 $2,824.77 $0.00 $0.00 $0.00 $0.00 $0.00 $2,622.72 $0.00 $0.00 $0.00 $0.00 $0.00 $2,418.25 $0.00 $0.00 $0.00 $0.00 $0.00 $2,211.31 $0.00 $0.00 $0.00 $0.00 $0.00 $2,001.89 $0.00 $0.00 UBELFCAPS-MUNI-110117A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 3 10/1/2026 11/1/2026 12/1/2026 1/1/2027 2/1/2027 3/1/2027 4/1/2027 5/1/2027 6/1/2027 7/1/2027 8/1/2027 9/1/2027 10/1/2027 11/1/2027 12/1/2027 1/1/2028 2/1/2028 3/1/2028 4/1/2028 5/1/2028 6/1/2028 7/1/2028 8/1/2028 9/1/2028 10/1/2028 11/1/2028 12/1/2028 1/1/2029 2/1/2029 3/1/2029 4/1/2029 5/1/2029 6/1/2029 7/1/2029 8/1/2029 9/1/2029 10/1/2029 11/1/2029 12/1/2029 1/1/2030 2/1/2030 3/1/2030 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $0.00 $0.00 $17,832.25 $0.00 $0.00 $0.00 $0.00 $0.00 $18,046.75 $0.00 $0.00 $0.00 $0.00 $0.00 $18,263.82 $0.00 $0.00 $0.00 $0.00 $0.00 $18,483.50 $0.00 $0.00 $0.00 $0.00 $0.00 $18,705.83 $0.00 $0.00 $0.00 $0.00 $0.00 $18,930.83 $0.00 $0.00 $0.00 $0.00 $0.00 $19,158.54 $0.00 $0.00 $0.00 $0.00 $0.00 $1,789.94 $0.00 $0.00 $0.00 $0.00 $0.00 $1,575.45 $0.00 $0.00 $0.00 $0.00 $0.00 $1,358.38 $0.00 $0.00 $0.00 $0.00 $0.00 $1,138.70 $0.00 $0.00 $0.00 $0.00 $0.00 $916.37 $0.00 $0.00 $0.00 $0.00 $0.00 $691.37 $0.00 $0.00 $0.00 $0.00 $0.00 $463.66 $0.00 $0.00 UBELFCAPS-MUNI-110117A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 4 4/1/2030 5/1/2030 6/1/2030 7/1/2030 $0.00 $0.00 $0.00 $19,622.20 $0.00 $0.00 $0.00 $19,388.98 $0.00 $0.00 $0.00 $233.22 $1.00 Interim rent is calculated as follows: (The rent divided by 30 days equals the daily rate) multiplied by the (number of days between closing and the first Rent Payment date) equals the total interim rent. Provided Lessee provides notice pursuant to the Municipal Lease-Purchase Agreement, section 10(b), payment of the applicable Option to Purchase Amount may occur concurrently with the Lessee’s final installment payment. Lessee: City of Ukiah By: X Print Name: Sage Sangiacomo Title: City Manager Date: Lessor: Financial Pacific Leasing, Inc., DBA Umpqua Bank Equipment Leasing & Finance By: Print Name: Title: Date: THIS DOCUMENT MAY BE SIGNED IN COUNTERPARTS AND TRANSMITTED ELECTRONICALLY WITH THE SAME FORCE AND EFFECT AS DELIVERY OF AN ORIGINAL. 06/04/2020 UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 MUNICIPAL LEASE-PURCHASE AGREEMENT THIS MUNICIPAL LEASE-PURCHASE AGREEMENT dated as of May 20th, 2020 ("Lease") is made by and between Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance, having an address at 3455 South 344th Way Ste. 300, Federal Way, WA 98001 ("Lessor"), and City of Ukiah, a municipal corporation existing under the laws of the State of California, with offices located at 300 Seminary Drive, Ukiah, CA 95482 ("Lessee"). 1. Lease. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Equipment described in each equipment schedule attached hereto and incorporated by this reference (each, an "Equipment Schedule"), subject to and upon the terms set forth in this Lease. 2.Definitions. As used in this Lease, the following terms shall have the following meanings and shall be equally applicable to both the singular and the plural forms thereof: “Acceptance Date” means, with respect to Equipment, the date of execution by Lessee of a Certificate of Acceptance for such Equipment. "Equipment" means each item of equipment and other property designated on an Equipment Schedule that will be leased by Lessee pursuant to the Lease, together with all replacement parts, substitutions, additions, attachments, successions and accessories incorporated therein or affixed thereto. “Initial Term” means the period beginning with the Rent Commencement Date and ending at the conclusion of the budget year of Lessee in effect at the Rent Commencement Date. "Lease Documents" means this Lease, any and all Equipment Schedules, Riders and all other documents now or hereafter executed in connection herewith or therewith, as the same may be modified, amended, extended or replaced. “Payment Schedule” means the “Payment Schedule” attached hereto and incorporated by this reference, setting forth the Rent payments through the duration of the Initial Term and each potential Renewal Term, with the interest and principal components separated. "Purchase Agreement" means any purchase agreement or other contract entered into between a Supplier and Lessee or Lessor for the acquisition of Equipment to be leased or financed hereunder. “Renewal Term” means any period commencing immediately upon the end of the Initial Term or any prior Renewal Term, unless the Lease is terminated as provided herein, each Renewal Term having a duration of one year matching each of Lessee’s budget years. "Rent" means the periodic rental payments due under the Lease for the leasing of Equipment as set forth on the Payment Schedule and, where the context hereof requires, all such additional amounts as may, from time to time, be payable under any provision of a Lease. The term "Rent" shall include interim rent, if any. "Rent Commencement Date" means, with respect to Equipment (and unless otherwise indicated on the Payment Schedule), the first day of the calendar month following the date of Lessor's disbursement of funds for the purchase or financing of such Equipment. Lessor will not disburse funds for the purchase of the Equipment until it receives the executed Certificate of Acceptance from Lessee. "Rent Payment Date" shall have the meaning specified in the Payment Schedule. "Supplier" means the manufacturer or the vendor of the Equipment specified on an Equipment Schedule. "Term" means the Initial Term and any Renewal Term. 3.Delivery and Acceptance. Upon delivery to Lessee of any Equipment and Lessee’s inspection thereof, Lessee shall execute and deliver to Lessor a written statement in a form acceptable to Lessor (a) acknowledging receipt of the Equipment in good condition and repair and (b) accepting UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 2 the Equipment as satisfactory in all respects for the purposes of the Lease (the "Certificate of Acceptance"). UNLESS LESSOR HAS AGREED OTHERWISE PURSUANT TO AN INTERIM FUNDING AGREEMENT, LESSOR SHALL HAVE NO OBLIGATION TO ADVANCE FUNDS FOR SUCH PURCHASE OR FINANCING UNLESS AND UNTIL LESSOR RECEIVES A CERTIFICATE OF ACCEPTANCE FOR SUCH EQUIPMENT EXECUTED BY LESSEE. 4.Rent; Delinquent Payments. (a) Lessee shall pay the Rent set forth on the Payment Schedule commencing on the Rent Commencement Date and, unless otherwise set forth on the Payment Schedule, on the same day of each payment period thereafter for the balance of the Term. Rent shall be due whether or not Lessee has received any notice that such payments are due. All Rent shall be paid to Lessor at PO Box 749642, Los Angeles, CA 90074, or as otherwise directed by Lessor in writing. (b) If Lessee fails to pay any Rent or other sums due under the Lease on or before the date when the same becomes due, Lessee shall pay interest on such delinquent payment from the due date until paid at the lesser of eighteen percent (18.00%) per annum or the maximum permitted by law. (c) It is the intent of the parties that Lessee’s obligation to pay Rent under this Lease shall constitute a current expense of Lessee and not a debt of Lessee in violation of any legal obligation regarding Lessee’s creation of debt. Further, no obligation of Lessee under this Lease shall constitute the pledge of the funds of Lessee, including tax revenues. (d) Each Rent payment made under this Lease will include the payment of interest in such amounts as set forth separately in the Payment Schedule. 5.Nonappropriation and Renewal. Lessee is only obligated to pay Rent under this Lease to the extent necessary funds have been lawfully budgeted for and appropriated for that purpose during each of Lessee’s applicable budget years. If Lessee fails to budget and appropriate necessary funds to pay Rent beyond the Initial Term or then current Renewal Term (“Nonappropriation”), this Lease shall terminate at the end of the Initial Term or then current Renewal Term. Lessee agrees to provide Lessor notice of Nonappropriation at least sixty (60) days prior to the end of the Initial Term or then current Renewal Term, but failure to give such notice shall not extend the Term or otherwise constitute a default. Lessee agrees that if this Lease is terminated for Nonappropriation it will deliver the Equipment to Lessor at such place as Lessor shall identify within a reasonable distance of the location of the Equipment and Lessor shall then dispose of the Equipment according to the terms of this Lease. The responsible financial officer of Lessee shall do all things lawfully within his or her power to obtain and maintain funds from which Rent payments may be made, including making provision for Rent payments in each proposed annual budget submitted for approval and to exhaust all available reviews and appeals in the event such funds are not appropriated in the budget. Notwithstanding the foregoing, the decision whether or not to budget or appropriate funds beyond the Initial Term or then current Renewal Term is solely within Lessee’s discretion. 6.Location; Inspection; Labels. Equipment shall be delivered to the location specified in the Lease and shall not be removed therefrom, except as in its ordinary use, without Lessor's prior written consent, provided that if such consent is given, Lessee shall be responsible for and shall promptly pay all costs associated with such relocation. Lessor shall have the right to enter upon the premises where the Equipment is located and inspect the Equipment at any time. 7.Non-Cancelable Lease. TO THE EXTENT PERMITTED BY LAW, THIS LEASE CANNOT BE CANCELLED OR TERMINATED EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, INCLUDING FOR NONAPPROPRIATION. LESSEE'S OBLIGATION TO PAY RENT AND PERFORM ITS OBLIGATIONS UNDER THIS LEASE ARE ABSOLUTE, IRREVOCABLE AND UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 3 UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY RIGHT OF SETOFF, COUNTERCLAIM, DEDUCTION, DEFENSE OR OTHER RIGHT WHICH LESSEE MAY HAVE AGAINST THE SUPPLIER, LESSOR OR ANY OTHER PARTY; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL PRECLUDE LESSEE FROM ASSERTING ANY SUCH CLAIMS AGAINST THE SUPPLIER IN A SEPARATE LAWSUIT. LESSEE UNDERSTANDS AND AGREES THAT NEITHER THE SUPPLIER NOR ANY SALES REPRESENTATIVE OR OTHER AGENT OF THE SUPPLIER IS AN AGENT OF LESSOR OR IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THE LEASE, AND NO SUCH WAIVER OR ALTERATION SHALL VARY THE TERMS OF THIS LEASE. LESSOR IS NEITHER A SUPPLIER NOR A LICENSOR, AND LESSOR IS NOT RESPONSIBLE FOR REPAIRS, SERVICE OR DEFECTS IN EQUIPMENT. LESSEE AGREES NOT TO ASSERT ANY SUCH CLAIMS OR DEFENSES AGAINST LESSOR FOR REPAIRS, SERVICE OR DEFECTS IN EQUIPMENT AND UNDERSTANDS THAT IT MAY DO SO AGAINST THE SUPPLIER OF EQUIPMENT OR SERVICES OR LICENSOR OF SOFTWARE. 8.Use; Alterations. (a) Lessee shall use Equipment solely for the purpose of performing essential government functions of Lessee within the scope of Lessee’s authority and only in the manner for which it was designed and intended. Lessee shall comply with all applicable laws. Lessee shall immediately notify Lessor, in writing, of any existing or threatened investigation, claim or action by any governmental authority that could adversely affect the Equipment, the Lessor or the Lease. Lessee, at its own expense, shall make such alterations, additions or modifications (each, a "Required Alteration") to Equipment as may be required from time to time to meet the requirements of applicable law or a governmental body. All such Required Alterations shall immediately, and without further act, be deemed to constitute "Equipment" and be fully subject to the Lease as if originally leased hereunder. Except as otherwise permitted herein, Lessee shall not make any alterations to Equipment without Lessor's prior written consent. (b) Lessee, at its own expense, may from time to time add or install upgrades, accessories, additions or attachments (each an "Upgrade") to Equipment during the Term; provided, that such Upgrades (i) are readily removable without causing material damage to the Equipment, (ii) do not materially adversely affect the value, productive capacity, utility or remaining useful life of the Equipment and (iii) do not cause the Equipment to become "limited use property" within the meaning of Revenue Procedure 2001-28, 2001-19 I.R.B. 1156 (or such other successor tax provision), as of the date of installation of such Upgrade. Any such Upgrades that can be removed without adversely affecting the value, productive capacity, utility or remaining useful life of the Equipment shall remain the property of Lessee, and upon the Equipment’s return to Lessor in the event it is not purchased by Lessee, Lessee may, at its option, remove any such Upgrades and, upon such removal, shall restore the Equipment to the condition required hereunder. Upgrades which are not removed prior to the Equipment’s return to Lessor shall, upon their delivery to Lessor, become the property of the Lessor, constitute Equipment and be fully subject to this Lease as if originally leased hereunder. 9.Repairs and Maintenance. Lessee, at Lessee's own cost and expense, shall at all times maintain the Equipment in good repair, good operating condition, appearance and working order at all times in compliance with the manufacturer's or Supplier’s recommendations and all maintenance and operating manuals or service agreements. 10.Return of Equipment. (a) Unless Lessee has properly exercised its option to purchase the Equipment pursuant to this Section, Lessee shall at its sole expense, upon the expiration or earlier termination of this Lease pursuant to its terms, de-install, assemble, pack (under the supervision of persons acceptable to Lessor), including labeling of all components and hardware, and UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 4 return all, and not less than all, of the Equipment to Lessor by delivering the Equipment to such location or such carrier as Lessor shall specify within a reasonable distance from the general location of the Equipment. Lessee shall be responsible for erasing or removing any private personal, medical or financial information from any data storage or like devices on the Equipment. Lessee agrees that (a) Equipment, when returned, shall be in the condition required by the Lease, which shall at a minimum require that Equipment be in complete and operational condition with no missing or damaged components or parts such that it is capable of performing its originally intended use, and (b) upon Lessor's request, Lessee will obtain from the Supplier (or other maintenance service provider previously approved by Lessor or Supplier) a certificate stating that such Equipment qualifies for full maintenance service at the standard rates and terms then in effect. (b) Provided that Lessee is not then in default under this Lease, Lessee shall have the option to purchase not less than all of the Equipment, “as is” and fee and clear of all liens and encumbrances created by or arising through or under Lessor, for the Option to Purchase Amount set forth in the Payment Schedule plus all other amounts then due by Lessee under this Lease, by giving written notice to Lessor no less than thirty (30) days prior to the date specified in the Payment Schedule for the purchase option; provided that upon Lessee’s payment of all Rent payments set forth in the Payment Schedule, Lessee shall be deemed to have properly exercised its option to purchase the Equipment and shall be deemed to have then acquired all of Lessor’s right, title and interest in and to the Equipment, free and clear of all liens and encumbrances except such liens, encumbrances, or security interests as may be created, or permitted by Lessee and not discharged, but without other warranties. 11.Sublease and Assignment. (a) LESSEE SHALL NOT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, (i) SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR OTHERWISE DISPOSE OF THE LEASE, EQUIPMENT OR ANY INTEREST THEREIN, (ii) RENT, SUBLET OR LEND EQUIPMENT TO ANYONE INCLUDING LESSEE'S AFFILIATES, OR (iii) PERMIT EQUIPMENT TO BE USED BY ANYONE OTHER THAN LESSEE’S QUALIFIED EMPLOYEES. (b) Lessor, at any time with or without notice to Lessee, may sell, transfer, assign and/or grant a security interest in all or any part of Lessor's interest in this Lease or the Equipment (each, a "Lessor Transfer"). In the event of a Lessor Transfer, any purchaser, transferee, assignee or secured party (each a "Lessor Assignee") shall have and may exercise all of Lessor's rights hereunder with respect to the items to which any such Lessor Transfer relates, and LESSEE SHALL NOT ASSERT AGAINST ANY SUCH LESSOR ASSIGNEE ANY DEFENSE, COUNTERCLAIM OR OFFSET THAT LESSEE MAY HAVE AGAINST LESSOR. The Lessor Assignee should not be bound by, or otherwise required to perform any of Lessor’s obligations under the Lease, unless expressly assumed by such Lessor Assignee. Lessee agrees that upon written notice to Lessee of any Lessor Transfer, Lessee shall acknowledge receipt thereof in writing and shall comply with the directions and demands of any Lessor Assignee made according to this Lease, including paying Rent to the Lessor Assignee. Lessee will provide reasonable assistance to Lessor to complete any transaction contemplated by this subsection (b). Notwithstanding the foregoing, no assignment shall be effective until (i) Lessee has received written notice, signed by the assignor and identifying the name and address of the Lessor Assignee and (ii) the assignment has been registered in the books of the Lessor Assignee. Lessee agrees to retain all notices of assignment as a register of all assignments in form necessary to comply with the Internal Revenue Code of 1986, Section 149(a), as amended and regulations thereunder and agrees to make payments according to the register. UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 5 (c) The Lease Documents shall inure to the benefit of, and are binding upon, the successors and permitted assigns of the parties thereto. 12.Insurance. (a) In addition to complying with the terms and conditions contained in the applicable Insurance Requirements notice, which is incorporated by this reference, Lessee shall, at all times and at Lessee's own cost and expense, maintain (i) insurance against all risks of physical loss or damage to Equipment for the greater of the full replacement value or the actual cash value thereof, and (ii) commercial general liability insurance (including blanket contractual liability coverage and products liability coverage) for personal and bodily injury and property damage per occurrence in an amount as stated in the Insurance Requirements notice, and (iii) other insurance against other risks of loss customarily maintained by Lessee or otherwise required by Lessor and with such terms as shall be reasonably satisfactory to, or reasonably required by, Lessor. Notwithstanding the foregoing, Lessee may self-insure against such risks with Lessor’s prior written approval. (b) All insurance policies required hereunder shall include terms, and be with insurance carriers, reasonably satisfactory to Lessor. Lessee shall deliver to Lessor certificates or other proof of insurance satisfactory to Lessor evidencing the coverage required by this section and listing Lessor as a loss payee and additional insured and providing for Lessor to receive no fewer than thirty (30) days’ notice of cancellation. If Lessee fails to maintain any insurance policies required herein, then in addition to any other rights and remedies of Lessor hereunder, Lessor shall have the option (but not the obligation) to pay the premiums on any such policies or to obtain new insurance under terms satisfactory to Lessor, and any amounts paid by Lessor pursuant thereto shall be immediately due and payable by Lessee upon demand. 13.Risk of Loss; Casualty. Lessee assumes, and shall at all times bear the entire risk of, any loss, theft, damage to, or destruction of any Equipment from any cause whatsoever, to the extent covered by the proceeds of insurance, from the time such Equipment is shipped to Lessee until its return to Lessor or other disposition at the end of the Lease. Lessee shall promptly notify Lessor in writing if any Equipment shall be or become worn out, lost, stolen, destroyed, irreparably damaged, or permanently rendered unfit for use from any cause whatsoever (each a “Casualty Occurrence”). In the event of a Casualty Occurrence, at Lessee’s option, Lessee shall within thirty (30) days of such Casualty Occurrence, (i) place such Equipment in good condition and repair, in accordance with the terms hereof; or (ii) pay Lessor the sum of (A) the Option to Purchase Amount as of such Casualty Occurrence, and (B) all Rent and other amounts which are due hereunder. If elected by Lessor and upon payment of all sums due under Section 13(ii) with respect to such Equipment, the obligation of Lessee to pay Rent and the term of this Lease with respect to such Equipment shall terminate. Following payment of all sums due under Section 13(ii) with respect to such Equipment, and if no Event of Default has occurred and remains continuing, Lessor will then (a) transfer to Lessee the Lessor’s rights to such Equipment “AS IS, WHERE IS” and with all defects, without recourse and WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, other than a warranty that the Equipment is free and clear of any liens created by Lessor; and (b) remit to Lessee any physical damage insurance proceeds received by Lessor arising out of such loss up to the Option to Purchase Amount paid. 14.Taxes. Lessee shall use the Equipment for the purpose of performing essential government functions of Lessee within the scope of Lessee’s authority. Lessee shall timely report, pay and discharge all sales, use, property and other taxes, if any, now or hereafter imposed by any taxing authority upon the Equipment based upon the ownership, leasing, renting, sale, possession or use thereof, whether the same be assessed to Lessor or Lessee, together with any penalties or interest in connection therewith, and to the extent permitted by law will indemnify and hold Lessor harmless therefrom. Lessee’s obligations under this Section shall be limited to such taxes as accrue during UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 6 the Initial Term or then current Renewal Term. Lessee shall submit written evidence of the payment of such taxes at Lessor's request. 15.Lessor's Right to Perform for Lessee. If Lessee fails to perform any of its obligations contained herein, Lessor may (but shall not be obligated to) itself perform such obligations, and the amount of the reasonable costs and expenses of Lessor incurred in connection with such performance, together with interest on such amount at the lesser of eighteen percent (18.00%) per annum or the maximum permitted by law, shall be payable by Lessee to Lessor upon demand. No such performance by Lessor shall be deemed a waiver of any rights or remedies of Lessor or be deemed to cure the default of Lessee hereunder. 16.Personal Property; Liens. Lessee represents and warrants that the Equipment is, and shall at all times remain fully removable personal property notwithstanding any affixation or attachment to real property or improvements. Lessee shall at all times keep Equipment free and clear from all liens. Lessee shall (a) give Lessor immediate written notice of any such lien, (b) promptly, at Lessee's sole cost and expense, take such action as may be necessary to discharge any such lien, and (c) to the extent permitted by law, indemnify and hold Lessor, on an after-tax basis, harmless from and against any loss or damage caused by any such lien. 17.Default; Remedies. (a) As used herein, the term "Default" means any of the following events: (i) Lessee fails to pay any Rent or other amount due under the Lease within ten (10) days after the same shall have become due; (ii) Lessee becomes insolvent or makes an assignment for the benefit of its creditors; (iii) a receiver, trustee, conservator or liquidator of Lessee of all or a substantial part of Lessee's assets is appointed with or without the application or consent of Lessee; (iv) a petition is filed by or against Lessee under any bankruptcy, insolvency or similar proceeding; (v) Lessee fails to perform or violates any provision of the Lease, or any covenant therein or any warranty or representation made by Lessee therein proves to have been false or misleading when made; or (vi) any filing by Lessee of a termination statement for any financing statement filed by Lessor while any obligations are owed by Lessee under a Lease. Lessee shall immediately notify Lessor of the occurrence of any Default. (b) Upon the occurrence of a Default, Lessor may do one or more of the following as Lessor in its sole discretion shall elect: (i) proceed by appropriate court action to enforce specifically Lessee’s performance by Lessee of the Lease or to recover damages for the breach thereof; (ii) cause Lessee, at its expense, promptly to assemble Equipment and return the same to Lessor at such place as Lessor may designate in writing in compliance with all return provisions in this Lease; (iii) by notice in writing to Lessee, cancel or terminate the Lease, without prejudice to any other remedies hereunder; (iv) enter upon the premises of Lessee or other premises where any Equipment may be located and, without notice to Lessee and with or without legal process, take possession of and remove (or disable in place) all or any such Equipment without liability to Lessor by reason of such entry or taking possession, and without such action constituting a cancellation or termination of the Lease unless Lessor notifies Lessee in writing to such effect; (v) sell, re-lease or otherwise dispose of any or all of the Equipment at public or private sale; and (vi) exercise any other right or remedy available to Lessor under applicable law. In addition, Lessee shall be liable for all reasonable costs, expenses, and legal fees incurred in enforcing Lessor's rights under the Lease, before or in connection with litigation or arbitration, including all reasonable attorneys’ fees incurred at trial, on appeal and in any bankruptcy or arbitration proceeding, and for any deficiency in the disposition of the Equipment. Lessor's recovery hereunder shall in no event exceed the maximum recovery permitted by law. (c) If a Default occurs, Lessee hereby agrees that ten (10) days' prior notice to Lessee of any public sale or of the time after which a private sale may be negotiated shall be UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 7 conclusively deemed reasonable notice. None of Lessor's rights or remedies hereunder are intended to be exclusive, but each shall be cumulative and in addition to any other right or remedy referred to hereunder or otherwise available to Lessor at law or in equity, and no express or implied waiver by Lessor of any Default shall constitute a waiver of any other Default or a waiver of any of Lessor's rights. (d) With respect to any exercise by Lessor of its right to recover and/or dispose of any Equipment or any other collateral securing Lessee's obligations under any Lease, Lessee acknowledges and agrees that Lessor may dispose of Equipment on an "AS IS, WHERE IS" basis, in compliance with applicable law and with such preparation (if any) as Lessor determines to be commercially reasonable. 18.Notices. All notices and other communications hereunder shall be in writing and shall be sent by overnight courier or certified mail (return receipt requested), US postage prepaid, or hand delivered. Such notices and other communications shall be addressed to the respective party at the address set forth above or at such other address as any party may, from time to time, designate by notice duly given in accordance with this section. Such notices and other communications shall be effective upon the earlier of receipt by the party or three (3) days after mailing if mailed in accordance with the terms of this section. 19.Indemnity. To the extent permitted by law, Lessee shall indemnify and hold Lessor harmless from and against any and all liabilities, causes of action, claims, suits, penalties, damages, losses, costs or expenses (including reasonable attorneys' fees, whether or not there is a lawsuit, and including those incurred at trial, on appeal and in any bankruptcy or arbitration proceeding), obligations, liabilities, demands and judgments (collectively, a "Liability") arising out of or in any way related to: (a) Lessee's failure to perform any covenant or Lessee's breach of any representation or warranty under the Lease Documents, (b) the order, manufacture, purchase, ownership, selection, acceptance, rejection, possession, rental, sublease, operation, use, maintenance, loss, damage, destruction, removal, storage, sale, condition, delivery, return or other disposition of or any other matter relating to any Equipment; (c) any and all Liabilities in any way relating to or arising out of injury to persons, property or the environment relating to any Equipment or the Lease Documents; and (d) and any and all Liabilities based on strict liability in tort, negligence, breach of warranties or violations of any regulatory law or requirement. 20.Fees and Expenses. To the extent permitted by law, Lessee shall pay or reimburse Lessor amounts incurred during the Initial Term or then current Renewal Term for: (i) all UCC filing and search fees and expenses incurred by Lessor in connection with the verification, perfection or preservation of Lessor’s rights hereunder or in the Equipment; (ii) any and all stamp, transfer and documentation taxes and fees payable or determined to be payable in connection with the execution, delivery and/or recording of the Lease Documents; and (iii) all fees and out-of-pocket expenses (including, but not limited to, reasonable attorneys’ and other professional fees and expenses) incurred by Lessor in connection with the preparation, execution, administration, waiver or amendment of the Lease Documents or the collection of any sum payable under any of the Lease Documents not paid when due, and the enforcement of any of the Lease Documents. 21.Financial and Other Data. Lessee, during the Term hereof, shall furnish Lessor such financial information as Lessor may from time to time reasonably request. All such information shall be prepared in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Lessee to be true and correct. Lessee shall provide Lessor, prior to the Initial Term and each Renewal Term, with current financial statements, budgets, and proof of appropriation for the ensuing year no more than thirty (30) days after such information is available to Lessee. Lessee shall also provide such additional financial information as Lessor may request with regard to Lessee’s ongoing ability to perform its obligations under this Lease. 22.Representations and Warranties of Lessee. Lessee represents and warrants that (a) Lessee is a municipal corporation organized and existing under the constitution and laws of the state where UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 8 it is located, with the power and authority thereunder to enter into this Lease and assume and perform the obligations stated herein, and Lessee will take all actions necessary to preserve such existence, power, and authority; (b) Lessee has been duly authorized to execute and deliver the Lease Documents by proper action of its governing body and all other proceedings of Lessee relating to the transaction contemplated by this Lease have been performed according to all applicable local, state and federal laws; (c) Lessee covenants that it will use 95% or more of the proceeds of this Lease as soon as practicable for the purposes stated in this Lease - to wit, performance of essential local government functions of Lessee - and that no part of the proceeds shall be invested at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated when this Lease was entered into, would have resulted in classification of this Lease in any amount as an “arbitrage bond” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder; (d) Lessee designates this as a “qualified tax-exempt obligation” as defined in Section 265(b)(3)(B) of the Code and Lessee reasonably anticipates to issue qualified tax-exempt obligations during the budget year of the Rent Commencement Date in an amount not exceeding $10,000,000; (e) this Lease is not a private activity bond as defined in Section 141 of the Code; (f) Lessee is a state or political subdivision with taxing power under the laws of the state where it is located; (g) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (h) Lessee will comply with all applicable provisions of the Code, including without limitation Sections 103 and 148, and all applicable Treasury Department regulations, in order to maintain the excludability of the interest component of Rent payments from federal income taxation; (i) there are no actions or proceedings to which Lessee is a party, and there are no other threatened actions or proceedings of which Lessee has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; and (j) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles, consistently applied, and fairly present Lessee's financial condition as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in its financial condition or operations. Lessee shall cause to be executed as a requirement of this Lease an opinion of counsel in substantially the form attached hereto and incorporated by this reference. 23.Title. As of the Acceptance Date, Lessee shall have title to the Equipment during the Term of this Lease; however, Lessor shall have the right to immediately assume title to the Equipment and Lessee shall immediately surrender possession of the Equipment to Lessor (i) upon the occurrence of a Default and for so long as such Default is continuing, or (ii) upon termination of this Lease if Lessee does not exercise its option to purchase the Equipment. 24.Security Interest. Lessee hereby grants to Lessor a purchase money security interest in the Equipment (including any replacements, substitutions, additions, attachments) and all proceeds of the foregoing to secure the prompt payment and performance as and when due of all indebtedness and obligations of Lessee, now existing or hereafter created, to Lessor pursuant to this Lease. Lessee authorizes Lessor to file financing statements, including any amendments and continuation statements, to protect or perfect Lessor’s interest in the Equipment, and Lessor shall have all of the rights and benefits of a secured party under the UCC as in effect from time to time hereafter in the state in which the Equipment is located or any other state with jurisdiction over the Equipment. Lessee hereby ratifies, to the extent permitted by law, all that Lessor shall lawfully and in good faith do or cause to be done by reason of and in compliance with this section. Lessee agrees not to file any corrective or termination statements or partial releases with respect to any UCC financing statements filed by Lessor pursuant to this Lease. 25.Governing Law. THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE EQUIPMENT IS LOCATED, UBELF-MLA-MUNI-US-2-23-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 9 INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS. 26.Quiet Enjoyment. So long as no Default has occurred and is continuing, Lessee shall peaceably hold and quietly enjoy the Equipment without interruption by Lessor or any person or entity claiming through Lessor. 27.Entire Agreement. This Lease, together with all other Lease Documents, constitutes the entire understanding or agreement between Lessor and Lessee with respect to the Equipment covered thereby, and there is no understanding or agreement, oral or written, which is not set forth herein or therein. No Lease Document may be amended except by a writing signed by Lessor and Lessee. 28.Disclaimer of Warranties. LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE EQUIPMENT IS LEASED TO LESSEE "AS IS, WHERE IS." LESSEE HAS MADE THE SELECTION OF THE EQUIPMENT FROM THE SUPPLIER BASED ON ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE ON ANY STATEMENTS OR REPRESENTATIONS MADE BY LESSOR. IN NO EVENT SHALL LESSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. LESSOR HEREBY ASSIGNS ANY WARRANTY BY THE SUPPLIER TO LESSEE FOR THE TERM OF EACH LEASE WITHOUT RECOURSE. 29.Execution in Counterparts. This Lease and all other Lease Documents may be executed in several counterparts, each of which when so executed or otherwise authenticated and delivered shall be an original, but all such counterparts shall together consist of one and the same instrument; provided, however, that to the extent that this Lease constitutes chattel paper under the UCC, no security interest may be created by the transfer or possession of any counterpart other than the original thereof, which shall be identified as a document or record (as applicable) marked "Original". 30. Miscellaneous. Time is of the essence with respect to this Lease. Any failure of Lessor to require strict performance by Lessee shall not be construed as a consent or waiver of any provision of such Lease. Any provision of this Lease that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof. Captions are intended for convenience or reference only, and shall not be construed to define, limit or describe the scope or intent of any provisions hereof. IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease as of the day and year first above written. Lessor: Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance By: Print Name: Title: Lessee: City of Ukiah By: X Print Name: Sage Sangiacomo Title: City Manager UBELF-ES-MUNI-022217A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 MUNICIPAL LEASE-PURCHASE AGREEMENT EQUIPMENT SCHEDULE EQUIPMENT DESCRIPTION Lessor: Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance Lessee: City of Ukiah Lease: Equipment Schedule to Municipal Lease-Purchase Agreement dated as of May 20th, 2020. QTY Serial # Description Purchase Price See Attached Exhibit A and all other equipment related thereto, including replacements, additions, attachments, substitutions, modifications, upgrades, and improvements thereto (collectively the “Equipment”). UBELFCOA-MUNI-022217A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 CERTIFICATE OF ACCEPTANCE TO: Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance 3455 South 344th Way Suite 300 Federal Way, WA 98001 Pursuant to the Municipal Lease-Purchase Agreement dated as of May 20th, 2020 (the “Lease”) between Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance (the “Lessor”) and the undersigned (the “Lessee”), the equipment described on the Equipment Schedule (the “Equipment”) has been delivered to the location set forth in such Equipment Schedule, has been tested and inspected by Lessee, and has been found to be in good repair and working order. Lessee authorizes Lessor to pay the purchase price for the Equipment to the Supplier (as defined in the Lease). The Equipment has been accepted and placed in service by Lessee for all purposes under the Municipal Lease-Purchase Agreement on (the “Acceptance Date”). The execution of this Certificate of Acceptance by Lessee shall not be construed, in any way, to relieve or to waive the obligations of any manufacturer or supplier for any warranties with respect to the Equipment. This Certificate of Acceptance applicable to the Equipment Schedule shall constitute a part of the Lease. IN WITNESS WHEREOF Lessee, by its duly authorized officer or agent, has duly executed and delivered this Certificate of Acceptance which is intended to take effect as a sealed instrument. Lessee: City of Ukiah By: X Print Name: Sage Sangiacomo Title: City Manager Date: (Don't sign - equipment not received yet) UBELF-CR-MUNI-2-22-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 FINANCIAL REPORTING AND COVENANTS RIDER To and part of Municipal Lease-Purchase Agreement dated as of May 20th, 2020 (the " Lease") between Financial Pacific Leasing, Inc., DBA Umpqua Bank Equipment Leasing & Finance its successors and assigns ("Lessor"), and City of Ukiah, its successors and permitted assigns ("Lessee"). All capitalized terms used herein which are not defined herein shall have the meanings set forth in the Lease. A. Financial Reporting. Throughout the term of the Municipal Lease-Purchase Agreement, Lessee shall provide Lessor with the following financial information: •Audited annual financial statements are due within 270 days of FYE. In addition, throughout the term of the Municipal Lease-Purchase Agreement, Lessee shall comply with (a) all financial covenants set forth in any credit agreements between Lessee and Umpqua Bank (including any amendments thereto and waivers thereof), which covenants, if any, are hereby incorporated herein by reference; or (b) if Lessee terminates any credit relationship with Umpqua Bank throughout the term of the Municipal Lease-Purchase Agreement, Lessor shall evaluate the reason for any such termination and should Lessor determine that no material adverse change exists, Lessor shall thereafter assume the covenants which had been part of the Umpqua Bank credit agreement and Lessee shall then comply with any such covenants directly with Lessor. Should a material adverse change exist, Lessor shall have termination rights as presented in Section 17(b)iii of the Municipal Lease-Purchase Agreement. Lessor: Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance By: Print Name: Title: Date: Lessee: City of Ukiah By: X Name: Sage Sangiacomo Title: City Manager Date: 06/04/2020 UBELF-PFELA-US-2-22-17 Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 PUBLIC FINANCE EQUIPMENT LEASE APPLICATION Contact Information Name: ____________________________ Email: _____________________________ Phone: ____________________ Lessee Information Legal Name of Lessee: ________________________________ City: _________________________ State: _______ Equipment & Payment Information Equipment Description: _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ Equipment Final Delivery Date: ___________________ Equipment Total Cost: __________________ Down Payment: ___________________ Trade in or Other Discounts: ___________________ Amount to Finance: ___________________ # of Years to Finance: ___________________ Payment Frequency: ___________________ First Payment: ___________________ First Payment Date if Applicable: ___________________ Referred by: _________________________ Additional Information Is this acquisition subject to competitive bidding? If yes, what is the deadline for the bid process? _____________________________ Is this acquisition formally approved by your board or other leadership? Yes No If yes, by what document (please provide the decision date)? ___________________ Who will be the authorized signer for this lease? _____________________________ What is the primary designated repayment fund? _____________________________ What is the nature of the requested equipment that makes it essential use to your entity? _________________________________________________________________________________________________________ Website address to access CAFR: __________________________________ Additional Notes: _________________________________________________________________________________________________________ _________________________________________________________________________________________________________ *We do not lease to Federal agencies MARY HORGER mhorger@cityofukiah.com 707-463-6233 CITY OF UKIAH UKIAH CA SELF-CONTAINED BREATHING APPARATUS SYSTEM $346,965.46 N/AN/A $346,965.46 10 years Bi-Annual 01/01/2021 $19,622.20 N/A Compared quotes between 2 only qualified manufacturers.X 6/3/2020 City Manager City Prop 172 Fund 253 SCBA system provides brethable air in situations where there is immediate risk to life or health from the air the Fire staff breathes.www.cityofukiah.com/finance UBELF-FR-MUNI-022217A Financial Pacific Leasing, Inc., doing business as Umpqua Bank Equipment Leasing & Finance, is a subsidiary of Umpqua Bank. Products offered by Financial Pacific Leasing, Inc., are not FDIC insured. 1 FUNDING REQUEST Financial Pacific Leasing, Inc., DBA Umpqua Bank Equipment Leasing & Finance 3455 South 344th Way Suite 300 Federal Way, WA 98001 Dear Sir or Madam, We hereby notify and authorize Financial Pacific Leasing, Inc. DBA Umpqua Bank Equipment Leasing & Finance to issue payment in the amount of $346,965.46 to Allstar Fire Equipment Inc. for Invoice Number 200805 as reflected in the attached Exhibit A. Lessee: City of Ukiah By: X________________________________ Print Name: Sage Sangiacomo Title: City Manager Date: 6/4/2020 Date:Invoice No. 2OO8O5 (Revised) Salesman:Bunker Purchase Order:Pending SOLD TO:Financial Pacific Financial Pacific Leasing Inc. SHIP TO: DBA. Umpqua Bank Equipment LeasingDBA Umpqua Bank Equipment Leasing & Finance City Of Ukiah Fire Dept 3455 S. 344th. Way. Ste 3003455 3. 344th. Way Ste 300 1500 S. State Street, SHIPPED VIA:Dropship via Motor Freight Qty o/c Unit Description Price Extension Complete SCBA System. Per Cal Fire Requirements 50 $4,619.65 Pkg System includes: (1)Scott X3PRO Air-pak. 4500psi with CGA Connection QD Regulator, Dual UEBSS (Buddy Breathing) with RECTUS Connection , PASS w/Pak-tracker, E-Z Escape Belt Pro, Fixed Version (1)45 minute, Carbon Wrapped Cylinder with Valve, 4500psi Custom Cylinder and Air-Pak Decals included at No Charge. (1)AV3000 HT Facepiece with Epic Voice Amp Bracket. (1)Epic Voice Amp $5,097.14 $254,857.00 Note: W/O Integrated E-Z Escape Belt, Deduct $252.70 each $0.000PkgSystem includes: $4,844.44 $0.0062$699.75 Ea.Scott 804722-01. Additional Carbon Wrapped Cylinder with Valve, 45 minute, 4500 psi. Custom Cylinder Decals included at No Charge. $838.46 $51,984.52 3 $2,518.75 Ea.Scott 200954-02 RIT III. 4,500 psi, (Cylinder Not included) Includes, EZ-Flo Regulator with 5 ft. RIC hose & RIT Facepiece. 6 ft. EBSS hose, Monitoring Console and Carry bag $2,748.73 $8,246.19 3 $1,045.16 Ea.Scott 804723-01. Carbon Wrapped Cylinder with Valve, 60 minute, 4500 psi. For RIT III Custom Cylinder Decals included at No Charge. $1,193.35 $3,580.05 Terms:Net 30 FOB:Destination (Free Shipping) Delivery:Estimated Deliver 2 to 4 Weeks Please make Check payable to Subtotal $318,667.76 $33,609.03 Allstar Fire Equipment 8.880%$28,297.70 11%12328 Lower Azusa Road S & H $0.00 Arcadia, CA. 91006 Total $346,965.46 Invoice May 19, 2020 2552 Barrington Ct. * Hayward, California 94545 * Phone 510-887-6295 * Fax 510-887-6298 Ukiah, CA. 95482Federal Way, WA. 98001 Page 1 of 1 EXHIBIT A UBELF-ACHO-12-5-18 Financial Pacific Leasing, Inc. dba Umpqua Bank Equipment Leasing and Finance, is a subsidiary of Umpqua Bank Products offered by Financial Pacific Leasing, Inc., are not FDIC Insured 1 AUTHORIZATION FOR DIRECT PAYMENTS (ACH Debits) Company Name: City of Ukiah Contract #: 013-1374627-003 I (we) authorize Financial Pacific Leasing, Inc. dba Umpqua Bank Equipment Leasing and Finance, or its assigns, to automatically withdraw from the financial institution shown on the attached voided check any and all sums due in connection with the contract identified above. The undersigned authorizes the debit of all payments as well as debit entries for charges where the amount and time frame varies, including, but not limited to insurance, tax, NSF and late fee payments. I (we) confirm I (we) are authorized to sign on behalf of the debtor and bind the company to this agreement. I (we) acknowledge that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law. I (we) also acknowledge that the Company may assign the account to a third party and that assignee may then initiate debit entries pursuant to this authorization. . This authorization is to remain in full force and effect until the contract is paid in full. Contact our Customer Service Department at service@finpac.com or 800-447-7107 at least FIVE (5) business days prior to the due date to make any changes or modifications. This agreement may, at the Company’s discretion, be suspended at any time. To view your monthly invoice, go to fastpay.finpac.com to register. No written notice will be forwarded. BY: ___________________________ NAME: DATE: ______________________ PHONE NUMBER: _________________ EMAIL ADDRESS: ______________________________ PLEASE ATTACH A COPY OF A VOIDED CHECK THIS DOCUMENT MAY BE SIGNED IN COUNTERPARTS AND TRANSMITTED ELECTRONICALLY WITH THE SAME FORCE AND EFFECT AS DELIVERY OF AN ORIGINAL. SAGE SANGIACOMO 06/04/2020 707-463-6221 ssangiacomo@cityofukiah.com 9